Suzhou Huazhijie Telecom(603400)

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华之杰: 华之杰关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-16 11:12
Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on August 1, 2025, at 1:30 PM at the company's conference room located at 1031 Sunwu Road, Xukou Town, Suzhou, Jiangsu Province [1][2] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 AM to 3:00 PM on the day of the meeting [1][2] Agenda Items - The meeting will discuss non-cumulative voting proposals, including changes to the company's registered capital, type, business scope, the cancellation of the supervisory board, and amendments to the Articles of Association [2][7] - A proposal to revise the management system for shares held by directors and senior management will also be presented [2][7] Voting Procedures - Shareholders can participate in voting either through on-site attendance or via the online voting platform [3][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts, but repeated votes will be counted based on the first submission [4][6] Registration and Attendance - Shareholders must register to attend the meeting, with registration available on-site or via mail [5][6] - Required documents for registration include identification for both the principal and the proxy if applicable [5][6] Contact Information - For inquiries, shareholders can contact Chen Fang at 0512-66511685 or via email at zqb@huajie.com [5]
华之杰: 华之杰关于使用部分募集资金向全资子公司提供借款以实施募投项目的公告
Zheng Quan Zhi Xing· 2025-07-16 11:12
Core Viewpoint - The company has approved the use of part of the raised funds to provide interest-free loans to its wholly-owned subsidiary for the implementation of a fundraising investment project aimed at expanding the production of smart components for electric tools [1][5]. Fundraising Overview - The company raised a total of RMB 497 million by issuing 25 million shares at a price of RMB 19.88 per share, after deducting issuance costs [2]. - The funds are to be used entirely for the fundraising investment project, specifically the "Annual Production of 86.5 Million Smart Components for Electric Tools Expansion Project" [2][5]. Loan Details - The company will provide a loan of up to RMB 389.3644 million to its subsidiary, Zhangjiagang Huajie Electronics Co., Ltd., to facilitate the implementation of the fundraising investment project [1][3]. - The loan is to be repaid in installments or renewed based on the subsidiary's operational conditions after the loan term [3]. Subsidiary Information - Zhangjiagang Huajie Electronics Co., Ltd. has a registered capital of RMB 52.2121 million and was established on September 25, 2003 [4]. - The subsidiary's recent financial data shows total assets of RMB 720.4876 million and net assets of RMB 391.4507 million, with a revenue of RMB 201.1148 million and a net profit of RMB 22.1839 million for the most recent quarter [4]. Purpose and Impact of the Loan - The loan aims to ensure the smooth implementation of the fundraising investment project, aligning with the company's long-term planning and development needs [5][6]. - The company maintains control over the subsidiary's operations during the loan period, ensuring manageable financial risks [5]. Fund Management Post-Loan - The raised funds will be stored in a special account approved by the company's board, with strict adherence to regulatory requirements for fund usage and disclosure [5][6]. - The company and its subsidiary will comply with relevant laws and regulations regarding the management of the raised funds [5][6]. Approval Process - The board and supervisory committee approved the loan proposal during meetings held on July 16, 2025, and the matter did not require shareholder approval [5][6]. - The supervisory committee and sponsor have both expressed their agreement with the loan's purpose and compliance with regulations [6][7].
华之杰: 华之杰关于使用募集资金置换已支付发行费用的公告
Zheng Quan Zhi Xing· 2025-07-16 11:12
证券代码:603400 证券简称:华之杰 公告编号:2025-004 苏州华之杰电讯股份有限公司 关于使用募集资金置换已支付发行费用的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示: ? 公司使用募集资金置换已支付发行费用的自筹资金金额为 551.96 万元(不含 增值税),符合募集资金到账后 6 个月内进行置换的规定。 一、募集资金基本情况 公司已向社会公众发行人民币普通股(A 股)25,000,000 股,每股发行价格 人民币 19.88 元,募集资金总额人民币 497,000,000.00 元,减除发行费用人民币 上述募集资金到位情况已经天健会计师事务所(特殊普通合伙)审验,并于 (天健验〔2025〕6-10 号)。公司已将上述募 集资金存放于经董事会批准设立的募集资金专项账户,并与保荐人、存放募集资 金的相关银行签署了募集资金监管协议,对募集资金的存放和使用进行专户管 理。 二、发行申请文件承诺募集资金投资项目情况 中国证券监督管理委员会于 2025 年 4 月 9 日出具《关于同意苏州华之杰电 讯 ...
华之杰: 华之杰关于调整募集资金投资项目拟投入募集资金金额的公告
Zheng Quan Zhi Xing· 2025-07-16 11:12
Core Viewpoint - The company has adjusted the amount of funds to be invested in its fundraising projects based on the actual net amount raised and the needs of the projects, ensuring compliance with regulatory requirements and maintaining shareholder interests [1][6][7]. Fundraising Basic Information - The company issued 25,000,000 shares at a price of RMB 19.88 per share, raising a total of RMB 497 million, with issuance costs deducted [2][4]. - The raised funds are managed in a special account approved by the board, with a regulatory agreement in place [2]. Fundraising Project Details and Adjustment - The initial planned investment in fundraising projects was RMB 48,608.58 million, but the adjusted amount is RMB 44,416.44 million due to the actual net amount raised being lower than expected [4][6]. - The company will cover the shortfall through self-raised funds without changing the intended use of the raised funds [4][6]. Impact of the Adjustment - The adjustment is based on the actual fundraising situation and future development plans, ensuring no substantial impact on the normal use of the raised funds and no harm to shareholder interests [4][6][7]. - The adjustment aligns with regulatory requirements and aims to enhance fund utilization efficiency and resource allocation [4][6][7]. Review Procedures - The adjustment was approved in meetings of the board and supervisory committee, falling within the board's authority and not requiring shareholder meeting approval [6][7]. - Both the supervisory committee and the sponsor provided positive opinions on the adjustment, confirming compliance with relevant regulations [6][7].
华之杰: 华之杰关于使用部分闲置募集资金及自有资金进行现金管理的公告
Zheng Quan Zhi Xing· 2025-07-16 11:12
Summary of Key Points Core Viewpoint - The company intends to utilize part of its idle raised funds and self-owned funds for cash management, aiming to enhance fund efficiency and ensure the preservation and appreciation of cash for the benefit of all shareholders [1][5][7]. Fundraising Basic Situation - The company has received approval from the China Securities Regulatory Commission for its initial public offering, raising a total of RMB 497 million by issuing 25 million shares at RMB 19.88 each [2][3]. Investment Project Situation - The raised funds will be fully allocated to investment projects, with a total investment amount of RMB 48.61 million for the production expansion of electric tools and smart components [3][4]. Cash Management Details - **Purpose**: The cash management will involve low-risk, high-liquidity financial products with a maximum investment period of 12 months, including structured deposits and large certificates of deposit [4][5]. - **Management Limits**: The maximum daily balance for idle raised funds is set at RMB 350 million, while for idle self-owned funds, it is RMB 200 million, both of which can be rolled over [4][6]. - **Approval Process**: The board and supervisory committee have approved the cash management proposal, which will be submitted for shareholder approval [6][7]. Impact on the Company - The cash management initiative is designed to ensure that it does not affect the normal operation of fundraising investment projects, thereby enhancing fund efficiency and safeguarding shareholder interests [5][6][7]. Supervisory and Sponsor Opinions - The supervisory committee and sponsor have expressed that the cash management plan is compliant with regulations and will not harm the interests of the company or its shareholders [7].
华之杰: 华之杰关于变更公司注册资本、公司类型、经营范围、取消监事会暨修订《公司章程》及部分治理制度并办理工商变更登记的公告
Zheng Quan Zhi Xing· 2025-07-16 11:12
证券代码:603400 证券简称:华之杰 公告编号:2025-007 苏州华之杰电讯股份有限公司 关于变更公司注册资本、公司类型、经营范围、取消监事会 暨修订《公司章程》及部分治理制度并办理工商变更登记的 公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏,并对其内容的真实性、准确性和完整性承担法律责任。 苏州华之杰电讯股份有限公司(以下简称"公司")于 2025 年 7 月 16 日召 开第三届董事会第十五次会议、第三届监事会第十一次会议,分别审议通过《关 于变更公司注册资本、公司类型、经营范围、取消监事会暨修订 <公司章程> 并 办理工商变更登记的议案》,此外,董事会还审议通过了其他修订及新增公司治 理制度的相关议案,现将具体情况公告如下: 一、变更注册资本、公司类型的情况 中国证券监督管理委员会于 2025 年 4 月 9 日出具《关于同意苏州华之杰电 讯股份有限公司首次公开发行股票注册的批复》 (证监许可〔2025〕761 号),同 意公司向社会公众发行股票的注册申请。 公司已向社会公众发行人民币普通股(A 股)25,000,000 股,根据天健会计 师事务所(特殊 ...
华之杰: 信息披露管理制度
Zheng Quan Zhi Xing· 2025-07-16 11:11
Core Points - The document outlines the information disclosure management system of Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing the importance of timely, accurate, and complete information disclosure to protect investors' rights [1][2][3] Group 1: General Principles - Information disclosure must be truthful, accurate, complete, and easy to understand, avoiding misleading statements or significant omissions [2][3] - The company and its management are responsible for ensuring the authenticity and timeliness of disclosed information [2][3] Group 2: Disclosure Requirements - The types of disclosure documents include periodic reports, temporary reports, prospectuses, and acquisition reports [7][8] - Mandatory disclosures must be published on the stock exchange's website and in media that meet regulatory requirements [8] Group 3: Periodic Reports - Annual reports must be completed within four months after the fiscal year-end, while interim reports are due within two months after the first half of the fiscal year [12] - The annual report should include key financial data, stock and bond issuance details, and significant events affecting the company [13] Group 4: Temporary Reports - The company must disclose significant events that could impact stock prices immediately, detailing the event's cause, current status, and potential effects [20] - Major events include large compensation liabilities, significant asset impairment, and changes in major shareholders [20][21] Group 5: Responsibilities of Management - The board of directors and senior management must ensure that periodic reports are prepared and disclosed within the stipulated timeframes [28][29] - The board secretary is responsible for organizing and coordinating information disclosure activities [33] Group 6: Confidentiality and Compliance - Company personnel must maintain strict confidentiality regarding undisclosed information and avoid insider trading [59][64] - Any errors or misleading information in previously disclosed documents must be corrected promptly [42]
华之杰: 内幕信息知情人登记制度
Zheng Quan Zhi Xing· 2025-07-16 11:10
Core Points - The article outlines the insider information management system of Suzhou Huazhi Jie Telecommunications Co., Ltd, emphasizing the importance of confidentiality and compliance with relevant laws and regulations [1][2][10] Group 1: Insider Information Management - The board of directors is responsible for managing insider information, ensuring the accuracy and completeness of insider information registries, with the chairman as the primary responsible person [1][2] - The company secretary is tasked with overseeing the confidentiality of insider information and maintaining the registry of insider information personnel [1][2] - Insider information is defined as non-public information that significantly impacts the company's operations, finances, or securities prices [2][3] Group 2: Scope of Insider Information - Insider information includes major changes in business policies, significant investments, important contracts, major debts, and significant losses [2][3][4] - The scope also covers changes in shareholder structure, major lawsuits, and any criminal investigations involving the company or its executives [3][4] Group 3: Responsibilities of Insider Information Personnel - Individuals with access to insider information must maintain confidentiality and are prohibited from insider trading or leaking information [4][5] - The company must keep a detailed record of all individuals who have access to insider information, including their roles and the specifics of the information they received [6][8] Group 4: Compliance and Accountability - The company is required to document the process of significant events that may affect stock prices, including the timeline and involved personnel [7][8] - Violations of the insider information management system can lead to disciplinary actions, including fines and potential criminal charges [9][10]
华之杰: 内部审计制度
Zheng Quan Zhi Xing· 2025-07-16 11:10
Core Points - The internal audit system of Suzhou Huazhi Jie Telecommunications Co., Ltd. aims to standardize internal audit work, enhance quality, and protect investors' rights [1][2] - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1] - The company is required to establish a robust internal audit system in accordance with national laws and regulations, tailored to its industry characteristics [1][2] General Provisions - The board of directors is responsible for ensuring the accuracy and completeness of internal control-related information disclosures [2] - An audit committee is established under the board to oversee the internal audit department, which is responsible for monitoring business activities, risk management, and financial information [2][3] - The audit department must maintain independence and not be under the leadership of the finance department [2][3] Responsibilities and Overall Requirements - The audit committee has several key responsibilities, including guiding the establishment of the internal audit system, reviewing annual audit plans, and reporting significant issues to the board [2][3] - The audit department is tasked with evaluating the integrity and effectiveness of internal controls across the company and its subsidiaries [3][4] Specific Implementation - The audit department must conduct audits covering all business activities related to financial reporting and information disclosure, including sales, procurement, inventory management, and more [5] - Audit evidence must be sufficient, relevant, and reliable, with clear documentation maintained [5][6] - The audit department is required to submit an internal control evaluation report to the audit committee at least once a year [6][7] Information Disclosure - The board or audit committee must evaluate the internal control system based on audit reports and disclose the internal control evaluation report alongside the annual report [7][8] - If an external auditor issues a non-standard report regarding internal control effectiveness, the board must provide a special explanation detailing the issue and its impact [7][8] Supervision and Management - The effectiveness of the internal control system is a key performance indicator for all departments and subsidiaries [8] - A responsibility accountability mechanism is established to address violations of the internal control system [8]
华之杰: 控股股东及实际控制人行为规范
Zheng Quan Zhi Xing· 2025-07-16 11:10
苏州华之杰电讯股份有限公司 控股股东及实际控制人行为规范 苏州华之杰电讯股份有限公司 第一章 总 则 第一条 为引导和规范苏州华之杰电讯股份有限公司(以下简称"公司")控股 股东、实际控制人的行为,切实保护公司和其他股东的合法权益,根据《中华人民 共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以下简称 "《证券法》")、《上海证券交易所股票上市规则》(以下简称"《上市规则》")、 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》以及《苏州华之杰 电讯股份有限公司章程》(以下简称"公司章程")等规定,制定本行为规范。 第二条 控股股东、实际控制人应当遵守法律、行政法规、部门规章、规范性文 件、《上市规则》、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》以 及上海证券交易所其他相关规定和公司章程,诚实守信,依法依规行使股东权利、 履行股东义务,严格履行承诺,维护公司和全体股东的共同利益。 公司控股股东、实际控制人不得妨碍公司或者相关信息披露义务人披露信息, 不得组织、指使公司或者相关信息披露义务人从事信息披露违法行为。 第二章 公司治理 第三条 上市公司控股股东、实 ...